SC 13D/A

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

20,173,983

Shared Voting Power

0

Sole Dispositive Power

20,173,983

Shared Dispositive Power

0

0001193125-20-233289.txt : 20200827 0001193125-20-233289.hdr.sgml : 20200827 20200827172329 ACCESSION NUMBER: 0001193125-20-233289 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200827 DATE AS OF CHANGE: 20200827 GROUP MEMBERS: AS&M HOLDINGS GP LLC (FORMERLY KNOWN AS ATLAS TECHNICAL CONSULTANTS HOLDINGS GP LLC) GROUP MEMBERS: AS&M SPV, LLC (FORMERLY KNOWN AS ATLAS TECHNICAL CONSULTANTS SPV, LLC) GROUP MEMBERS: BCP ENERGY SERVICES EXECUTIVE FUND, LP GROUP MEMBERS: BCP ENERGY SERVICES FUND GP, LP GROUP MEMBERS: BCP ENERGY SERVICES FUND UGP, LLC GROUP MEMBERS: BCP ENERGY SERVICES FUND, LP GROUP MEMBERS: BCP ENERGY SERVICES FUND-A, LP GROUP MEMBERS: JAMES M. BERNHARD JR. GROUP MEMBERS: JEFFREY SCOTT JENKINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS TECHNICAL CONSULTANTS, INC. CENTRAL INDEX KEY: 0001751143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 830808563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90728 FILM NUMBER: 201144081 BUSINESS ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: (512) 575-3637 MAIL ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 FORMER COMPANY: FORMER CONFORMED NAME: Boxwood Merger Corp. DATE OF NAME CHANGE: 20180824 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Atlas Technical Consultants Holdings LP CENTRAL INDEX KEY: 0001803930 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: (225) 228-2500 MAIL ADDRESS: STREET 1: 400 CONVENTION STREET, SUITE 1010 CITY: BATON ROUGE STATE: LA ZIP: 70802 SC 13D/A 1 d931781dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Atlas Technical Consultants, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

10319T200

(CUSIP Number)

Lucie Kantrow

Bernhard Capital Partners

400 Convention Street, Suite 1010

Baton Rouge, LA 70802

(225) 228-2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 25, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons AS&M Holdings LP (formerly known as Atlas Technical Consultants Holdings LP)
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons AS&M Holdings GP LLC (formerly known as Atlas Technical Consultants Holdings GP LLC)
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons AS&M SPV, LLC (formerly known as Atlas Technical Consultants SPV, LLC)
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons BCP Energy Services Fund, LP
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons BCP Energy Services Fund-A, LP
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons BCP Energy Services Executive Fund, LP
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons BCP Energy Services Fund GP, LP
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons BCP Energy Services Fund UGP, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons Jeffrey Scott Jenkins
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 10319T200		SCHEDULE 13D


1.		Names of Reporting Persons James M. Bernhard Jr.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

SCHEDULE 13D/A

This Amendment No. 1 (“Amendment No. 1”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2020 (the “Original Schedule 13D” and, together with Amendment No. 1, “Schedule 13D”) with respect to the Class A common stock, par value $0.0001 per share (the “Class A common stock”) of Atlas Technical Consultants, Inc., a Delaware corporation (the “Issuer”) and is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Issuer’s principal executive offices are located at 13215 Bee Cave Parkway, Bldg. B, Ste. 230, Austin, TX 78738.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) -

(c), (f) This Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 1 (the “Joint Filing Agreement”):

(i) AS&M Holdings LP (formerly known as “Atlas Technical Consultants Holdings LP”), a Delaware limited partnership (“AS&M Holdings”);

(ii) AS&M Holdings GP LLC (formerly known as “Atlas Technical Consultants Holdings GP LLC”), a Delaware limited liability company (“AS&M Holdings GP”), AS&M SPV, LLC (formerly known as “Atlas Technical Consultants SPV, LLC”), a Delaware limited liability company (“AS&M SPV”), BCP Energy Services Fund, LP, a Delaware limited partnership (“BCP Energy Services Fund”), BCP Energy Services Fund-A, LP, a Delaware limited partnership (“BCP Energy Services Fund-A”), BCP Energy Services Executive Fund, LP, a Delaware limited partnership (“BCP Energy Executive Fund”), BCP Energy Services Fund GP, LP, a Delaware limited partnership (“BCP Energy Services Fund GP”) and BCP Energy Services Fund UGP, LLC, a Delaware limited liability company (“BCP Energy Services Fund UGP”) (collectively, with AS&M Holdings, the “BCP Entities,” and together with their affiliates “Bernhard Capital Partners”); and

(iii) James M. Bernhard Jr. and Jeffrey Scott Jenkins, each of which is a United States citizen.

The principal business address of each of the BCP Entities, Mr. Bernhard and Mr. Jenkins is 1400 Convention Street, Suite 1010, Baton Rouge, LA 70802.

The principal business of AS&M Holdings is holding the Class A common stock. The principal business of AS&M Holdings GP is performing the functions of, and serving as, the general partner of AS&M Holdings. The principal business of AS&M SPV is performing the functions of, and serving as, a limited partner of AS&M Holdings, the sole member of AS&M Holdings GP and holding the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), and units in Atlas TC Holdings, LLC (“TC Holdings”), a wholly owned subsidiary of the Issuer, (the “Opco Units”). The principal business of BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund is to manage investments and to serve as the managing members (or similar position) of Bernhard Capital Partners and other affiliated entities. The principal business of BCP Energy Services Fund GP is performing the functions of, and serving as, a managing member (or similar position) of each of BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund and other affiliated entities. The principal business of BCP Energy Services Fund UGP is performing the functions of, and serving as, the general partner of BCP Energy Services Fund GP and other affiliated entities. The principal occupation of each of Mr. Bernhard and Mr. Jenkins is serving as an executive of the funds affiliated with Bernhard Capital Partners.

(d)	During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On August 25, 2020 (the “SPA Closing Date”), AS&M SPV acquired (i) 2,187,500 Opco Units and (ii) 2,187,500 Class B common stock, for consideration in an aggregate amount equal to $16,350,000.00, pursuant to that certain securities purchase agreement, dated as of August 25, 2020 (the “Securities Purchase Agreement”), by and among AS&M SPV, as buyer, PTE Holdings, Inc., a Texas corporation, as seller, and the other parties thereto. Following the SPA Closing Date, Bernhard Capital Partners is expected to beneficially own 79.50% of the Issuers outstanding shares of Class A common stock.

This summary is qualified in its entirety by reference to the text of the Securities Purchase Agreement, which is attached hereto as Exhibit 2 and is incorporated herein by reference.

Amended and Restated Limited Liability Company Agreement of Atlas Intermediate

In connection with the consummation of the Issuer’s business combination, which occurred on February 14, 2020 (the “Business Combination”), the Issuer entered into to the amended and restated limited liability company agreement of Atlas Intermediate (the “Opco LLCA”). The Opco LLCA provides that, holders of Opco Units will generally have the right to cause Atlas Intermediate to redeem all or a portion of their Opco Units in exchange for shares of Class A common stock; provided, that the Issuer may, at its option, effect a direct exchange of Class A common stock for such Opco Units in lieu of such a redemption by Atlas Intermediate or elect to redeem such units for cash. Upon the future redemption or exchange of Opco Units, a corresponding number of shares of Class B common stock will be cancelled. Holders of Class B common stock, together with holders of Class A common stock, voting as a single class, will have the right to vote on all matters properly submitted to a vote of the Issuer’s stockholders, but holders of Class B common stock will not be entitled to any dividends or liquidating distributions from the Issuer.

This summary is qualified in its entirety by reference to the text of the Opco LLCA, which is included as Exhibit 3 and is incorporated herein by reference.

General

The Reporting Persons hold the Class B common stock of the Issuer for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer’s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Reporting Persons may from time to time acquire additional securities of the Issuer or dispose of all or a portion of their investment in the Issuer.

The Reporting Persons intend to review on a continuing basis the investments in the Issuer. Subject to the agreements described herein, the Reporting Persons may communicate with the board of directors of the Issuer (the “Board”), members of management and/or other stockholders or other relevant parties from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the board of directors with a view to maximizing stockholder value, including with respect to exploring extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; recapitalizations; buybacks; or changes to the capitalization or dividend policy of the Issuer. Subject to the agreements described herein, the Reporting Persons may seek to sell or otherwise dispose some or all of the Issuer’s securities (which may include distributing some or all of such securities to such Reporting Person’s respective partners or beneficiaries, as applicable) from time to time, and/or may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private transactions, block sales or otherwise. Subject to the agreements described herein, any transaction

that any of the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons.

Pursuant to the Nomination Agreement (defined in Item 6), R. Foster Duncan, Brian Ferraioli, Thomas H. Henley, Jeffery Jenkins and Leonard Lemoine serve on the Board as a director nominated by BCP, or a BCP Director (as defined in the Nomination Agreement). In such capacity, each of them may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as described in this Schedule 13D, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D.

The Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) The information contained in Item 2, Item 4 and on the cover pages to this Schedule 13D is hereby incorporated by reference into this Item 5, as applicable. To the knowledge of the Reporting Persons, the executive officers, directors and managers, as applicable, of the Reporting Persons have no beneficial ownership of Class A common stock separate from the beneficial ownership held by such Reporting Persons and as set forth on Schedule A hereto.

Calculations of the percentage of shares of Class A common stock beneficially owned are calculated in accordance with Rule 13d-3 and are based on 28,128,825 shares of Class A common stock outstanding, assuming (i) 5,767,342 shares of Class A common stock outstanding following the consummation of the Business Combination and (ii) 22,361,483 shares of Class A common stock issuable to the Reporting Persons upon the exchange of 22,361,483 Opco Units, together with an equal number of shares of Class B common stock, pursuant to the terms of the Opco LLCA.

BCP Energy Services Fund UGP is managed by James M. Bernhard Jr. and Jeffrey Scott Jenkins. BCP Energy Services Fund UGP is the sole general partner of BCP Energy Services Fund GP, which is the sole general partner of BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund. BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund have dispositive voting power over AS&M SPV. AS&M SPV is the sole member of AS&M Holdings GP. AS&M Holdings GP is the general partner of AS&M Holdings.

The aggregate number and percentage of shares of Class A common stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than AS&M Holdings and only to the extent it directly holds the securities reported on this Schedule 13D) is the beneficial owner of the Class A common stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims beneficial ownership of such shares of Class A common stock and any assertion or presumption that it or he and the other persons on whose behalf this statement is filed constitute a “group.”

(c) Except for the acquisition of the securities covered by this Schedule 13D by the Reporting Persons in connection with the Business Combination and the distribution of certain securities by AS&M Holdings to certain of its limited partners, as described in Item 4 above, which is incorporated by reference herein, the Reporting Persons have not engaged in any transactions in the Issuer’s securities during the past 60 days.

(d) To the best knowledge of the Reporting Persons, except as described in Item 4, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons on this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the Securities Purchase Agreement and the Opco LLCA and is incorporated herein by reference.

Nomination Agreement

On February 14, 2020, in connection with the consummation of the Business Combination, the Issuer entered into a nomination agreement with AS&M Holdings (the “Nomination Agreement”). Under the Nomination Agreement, AS&M Holdings has the right to designate a certain number of individuals for nomination by the Board to be elected by the Issuer’s stockholders based on the percentage of the voting power of the outstanding Class A common stock and Class B common stock, beneficially owned by AS&M Holdings and its affiliates, in the aggregate, as follows: (i) for so long as AS&M Holdings beneficially owns at least 50% of the aggregate voting power of the Issuer, AS&M Holdings will have the right to nominate at least a majority of all directors of the Board; (ii) for so long as AS&M Holdings beneficially owns less than 50% and equal to or greater than 35% of the aggregate voting power of the Issuer, AS&M Holdings will have the right to designate three directors; (iii) for so long as AS&M Holdings beneficially owns less than 35% and equal to or greater than 15% of the aggregate voting power of the Issuer, AS&M Holdings will have the right to designate two directors; and (iv) for so long as AS&M Holdings beneficially owns less than 15% and equal to or greater than 5% of the aggregate voting power of the Issuer, AS&M Holdings will have the right to designate one director. Subject to and in accordance with the terms of the Nomination Agreement, the size of the Board may vary based on the number of individuals AS&M Holdings is entitled to designate for nomination to be elected as directors.

This description of the Nomination Agreement does not purport to be complete and is qualified in its entirety by reference to the Nomination Agreement, a copy of which is attached hereto as Exhibit 4 and is incorporated herein by reference.

Registration Rights Agreement

On February 14, 2020, in connection with the consummation of the Business Combination, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with AS&M Holdings and its limited partners (the “Continuing Members”). Under the Registration Rights Agreement, the Issuer will have certain obligations to register for resale under the Securities Act of 1933, as amended (the “Securities Act”) all or any portion of the shares of the Class A common stock that the Continuing Members hold as of the date of the Registration Rights Agreement and that they may acquire thereafter, including upon the exchange or redemption of any other security therefor (collectively, the “Continuing Member Registrable Securities”).

The Issuer was required to file a registration statement registering the resale of the Continuing Member Registrable Securities. Additionally, Bernhard Capital Partners may demand an unlimited number of underwritten offerings for all or part of the Continuing Member Registrable Securities held by BCP and the other Continuing Members under the Registration Rights Agreement. Holders of the Continuing Member Registrable Securities have certain “piggy-back” registration rights. The Issuer will bear the expenses incurred in connection with the exercise of any rights under the Registration Rights Agreement.

This description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 5 and is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits


Exhibit 1	-	Joint Filing Agreement, by and among the Reporting Persons, dated as of August 27, 2020 (incorporated by reference to Exhibit 99.3 to the Form 4 filed by the Reporting Persons on August 27, 2020).

Exhibit 2*		Securities Purchase Agreement, dated August 25, 2020, by and among AS&M SPV, LLC, PTE Holdings, Inc. and there other parties thereto.

Exhibit 3	-	Amended and Restated Limited Liability Issuer Agreement of Atlas TC Holdings LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.9 to the Issuer’s Current Report on Form 8-K filed on February 14, 2020).

Exhibit 4	-	Nomination Agreement dated as of February 14, 2020, by and among Atlas Technical Consultants, Inc., BCP Energy Services Fund, LP, BCP Energy Services Fund-A, LP and BCP Energy Services Executive Fund, LP. (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed on February 14, 2020).

Exhibit 5	-	Registration Rights Agreement, dated as of February 14, 2020, by and among Atlas Technical Consultants, Inc. and Atlas Technical Consultants Holdings LP and its limited partners. (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed on February 14, 2020).

*	Filed herewith.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.

Date: August 27, 2020


AS&M HOLDINGS LP

By:		AS&M Holdings GP LLC,
		its general partner

By:		/s/ Chris Dillon
Name:		Chris Dillon
Title:		Authorized Signatory

AS&M HOLDINGS GP LLC

By:		/s/ Chris Dillon
Name:		Chris Dillon
Title:		Authorized Signatory

AS&M SPV, LLC

By:		/s/ Chris Dillon
Name:		Chris Dillon
Title:		Authorized Signatory

BCP ENERGY SERVICES FUND, LP

By:		BCP Energy Services Fund GP, LP,
		its general partner

By:		BCP Energy Services Fund UGP, LLC,
		its general partner

By:		/s/ Jeffrey Jenkins
Name:		Jeffrey Jenkins
Title:		Authorized Signatory

BCP ENERGY SERVICES FUND-A, LP

By:		BCP Energy Services Fund GP, LP,
		its general partner

By:		BCP Energy Services Fund UGP, LLC,
		its general partner

By:		/s/ Jeffrey Jenkins
Name:		Jeffrey Jenkins
Title:		Authorized Signatory



BCP ENERGY SERVICES EXECUTIVE FUND, LP

By:		BCP Energy Services Fund GP, LP,
		its general partner

By:		BCP Energy Services Fund UGP, LLC,
		its general partner

By:		/s/ Jeffrey Jenkins
Name:		Jeffrey Jenkins
Title:		Authorized Signatory

BCP ENERGY SERVICES FUND GP, LP

By:		BCP Energy Services Fund UGP, LLC,
		its general partner

By:		/s/ Jeffrey Jenkins
Name:		Jeffrey Jenkins
Title:		Authorized Signatory

BCP ENERGY SERVICES FUND UGP, LLC

By:		/s/ Jeffrey Jenkins
Name:		Jeffrey Jenkins
Title:		Authorized Signatory

JAMES M. BERNHARD JR.

By:		/s/ James M. Bernhard Jr.
Name:		James M. Bernhard Jr.

JEFFREY SCOTT JENKINS

By:		/s/ Jeffrey Jenkins
Name:		Jeffrey Jenkins

EX-99.2 2 d931781dex992.htm EX-99.2 EX-99.2

Exhibit 2

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 25, 2020, by and among AS&M SPV, LLC, a Delaware limited liability company (“Buyer”), PTE Holdings, Inc., a Texas corporation (“Seller”) and, solely with respect to Section 4, Atlas Technical Consultants, Inc., a Delaware corporation (“Atlas Parent”).

RECITALS

WHEREAS, Seller desires to sell to Buyer certain shares of Atlas Parent’s Class B Common Stock, par value $0.0001 per share (“Atlas Class B Stock”), and common units representing limited liability company interests (“Atlas Holdings Units”) in Atlas TC Holdings LLC, a Delaware limited liability company (“Atlas Holdings”);

WHEREAS, following the Closing (as defined below), Buyer shall own all of the Purchased Securities (as defined below); and

WHEREAS, in connection with the transactions contemplated by this Agreement, the Seller has entered in that certain Letter Agreement, dated as of the date hereof (the “Side Letter Amendment”), with AS&M Holdings LP, a Delaware limited partnership (“Holdings LP”), and the other parties thereto, in order to waive and modify certain terms of that certain Letter Agreement, dated as of November 12, 2019, by and among Seller, Holdings LP and the other parties thereto, as amended by that certain Letter Agreement, dated as of February 12, 2020.

NOW, THEREFORE, BE IT RESOLVED, that in consideration of the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

AGREEMENT

1. Sale and Purchase of Securities. As of the date hereof, upon the terms and conditions set forth in this Agreement, Seller shall sell, transfer and assign to Buyer, and Buyer agrees to purchase, all of Seller’s right, title and interest in and to 2,187,500 shares of Atlas Class B Stock and 2,187,500 Atlas Holdings Units owned by Seller (collectively, the “Purchased Securities”). Buyer shall purchase the Purchased Securities for an aggregate amount equal to $16,350,000.00 (the “Purchase Price”). Buyer shall pay the Purchase Price by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by Seller to Buyer. Upon delivery to Seller of the Purchase Price, Seller acknowledges and agrees that it shall have received payment in full for such Purchased Securities, that Seller no longer owns any interest in the Purchased Securities, and that Seller is not entitled to any further payment with respect to Seller’s ownership of the Purchased Securities.

2. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:

(a) Organization. Seller (i) is duly organized and validly existing in good standing under the applicable laws of the State of Texas and (ii) has the requisite power and authority to own its property and assets and to transact the business in which it is engaged.

(b) Ownership. The Purchased Securities are directly owned of record and beneficially by Seller, and Seller has good and marketable title to the Purchased Securities, free and clear of any security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies or other arrangements or restrictions whatsoever (“Liens”) other than Liens arising out of, under or in connection with applicable federal, state and local securities laws (“Securities Liens”). On the date hereof, Seller will deliver to Seller good and marketable title to the Purchased Securities, free and clear of any Liens other than Securities Liens.

(c) Authorization. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder have been authorized by all necessary action on the part of Seller. No other action or approval is necessary for the execution, delivery or performance of this Agreement by Seller. Seller has full right, power, authority and capacity to execute, deliver and perform this Agreement, such other agreements and instruments as are contemplated hereby to which Seller is a party and the obligations of Seller set forth herein and therein. This Agreement has been duly executed and delivered by Seller. This Agreement and each other agreement and instrument to be executed or delivered by Seller constitutes, or will constitute when executed and delivered, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

(d) Conflicts. The execution, delivery and performance of this Agreement by Seller does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Seller or the Purchased Securities are subject.

(e) Enforceability. This Agreement constitutes a valid and binding obligation of Seller enforceable in accordance with its terms.

3. Acknowledgement; Survival. Seller acknowledges, agrees and represents to Buyer that (a) Seller is sophisticated in financial matters and is able to evaluate the risks and benefits of the sale of the Purchased Securities; (b) Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the purchase of Purchased Securities, has had full access to such other information concerning Buyer as Seller has requested, and has carefully read and fully understands the contents of this Agreement; (c) Seller has had the opportunity to consult with legal counsel regarding this Agreement; (d) Seller has adequate information concerning the business and financial condition of the Buyer, Atlas Parent and Atlas Holdings to make an informed decision regarding the transactions contemplated herein, (e) Seller has concluded that the transactions contemplated herein (i) are fully consistent with its investment needs, objectives and conditions, (ii) comply and are fully consistent with all investment policies, guidelines and restrictions applicable to the Seller, and (iii) are a proper and suitable course of conduct for the Seller; (f)(i) Seller has not requested, and does not request, Buyer to disclose to Seller any of the material information that Buyer may possess with respect to Atlas Parent, Atlas Holdings, their subsidiaries or the Purchased Securities, and (ii) Buyer shall have no liability to the Seller with respect to Buyer’s possession, or the non-disclosure to the Seller, of such material information; (g) in the event the value of the securities of Buyer or any of its direct or indirect subsidiaries increase at any point in the future, Seller will not have any right to receive any additional payment with respect to the Purchased Securities and (h) Seller is aware that (i) Buyer, and its affiliates, may have access to certain non-public information which may be material regarding Atlas Parent, its businesses, projections and results of operations and understands the disadvantage to which the

Seller is subject on account of the disparity of information as between Buyer and Seller, including without limitation, Atlas Parent’s results of operations and financial condition as of a date more recent than the most recently reported results; and (ii) such information may be indicative of a value of the Purchased Securities that is substantially different than the purchase price reflected in this Agreement. Seller acknowledges that (A) Buyer is relying on each of Seller’s representations, warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the transactions contemplated hereby; and (B) without such representations, warranties and agreements, Buyer would not enter into this Agreement or engage in the transactions contemplated hereby. All representations and warranties of Seller contained in this Agreement will survive the execution and delivery of this Agreement. Seller hereby agrees to indemnify Buyer and any of its direct and indirect affiliates and subsidiaries and hold them harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by them resulting from any breach of any representation, warranty, covenant or agreement made by Seller herein.

4. Consent to Transfer. Atlas Parent, on behalf of itself and as managing member of Atlas Holdings, hereby (a) acknowledges, approves and consents to the transfer of Purchased Securities to Buyer and any other transactions contemplated in this Agreement and (b) irrevocably waives any breach, default, termination, acceleration or similar of any charter, bylaws, limited liability company agreement, partnership agreement or any other governing or organizational documents of Atlas Parent, Atlas Holdings and their subsidiaries, arising in connection with or relating to such transfer of Purchased Securities or the other transactions contemplated in this Agreement. Buyer and Seller each hereby agree to execute and deliver all such instruments of conveyance and transfer and will take such further actions as Atlas Parent may reasonably deem necessary or desirable in order to transfer the Purchased Securities to Buyer and to carry out fully the provisions and purposes of this Agreement.

5. Waiver and Release. Seller, on behalf of itself, its affiliates, and its and their representatives, officers, directors, agents, partners, members, equityholders, employees, heirs, executors, administrators, successors and assigns (the “Seller Group”), hereby forever discharges, waives, relieves and releases Buyer, any of its direct and indirect subsidiaries and their direct and indirect subsidiaries and their respective predecessors, successors, assigns, affiliates and present and former representatives, officers, directors, agents, partners, members, equityholders and employees (the “Released Parties”) from any and all claims, causes of action, obligations and liabilities that Seller and the Seller Group may have which are related to the transactions contemplated by this Agreement as well as any claim with respect to the Purchased Securities. SELLER UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS WHICH ARE RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS WELL AS ANY CLAIM WITH RESPECT TO THE PURCHASED SECURITIES. Seller hereby expressly waives and relinquishes all rights and benefits under any law of any jurisdiction of similar effect with respect to Seller’s release of any unknown or unsuspected claims Seller may have against the Released Parties.

6. Closing; Deliveries.

(a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Kirkland & Ellis LLP, 609 Main Street, Houston, TX

77002, simultaneously with execution of this Agreement; provided, however, that the parties hereto need not attend the Closing in person, and the delivery of all documents and funds as described in Section 6(b) may be handled by wire transfer and electronic mail or by other electronic transmission, as applicable. The Closing will be deemed effective as of 12:01 a.m. Central Time on the date hereof.

(b) At the Closing, Seller will deliver or cause to be delivered to Buyer:

(i) Form W-9. A properly completed and executed IRS Form W-9 for, and duly executed by, Seller;

(ii) Assignment. An assignment substantially in the form attached hereto as Exhibit A, duly executed by Seller;

(iii) Stock Power. A medallion guaranteed stock transfer power substantially in the form attached hereto as Exhibit B, duly executed by Seller, together with any other documentation necessary to effectuate the transfer of the Purchased Securities in a form satisfactory to the Buyer;

(iv) Side Letter Amendment. A counterpart to the Side Letter Amendment, duly executed by Seller and each of the other parties thereto, other than the Buyer Signatories;

(v) Officer’s Certificate. A duly executed certificate from an authorized officer of Seller certifying that the resolutions of the governing body of Seller approving this Agreement and the other agreements, documents, instruments and transactions contemplated hereby were duly adopted; and

(vi) Other Documents. All other documents that Buyer reasonably requests that Seller deliver to Buyer in connection with the consummation of the transactions contemplated by this Agreement.

(i) Purchase Price. Payment of the Purchase Price in accordance with Section 1; and

(ii) Side Letter. A counterpart to the Side Letter Amendment, duly executed by each of (A) Holdings LP, (B) AS&M Holdings GP, LLC, (C) AS&M Management LLC, (D) Buyer, and (E) Arrow Environmental SPV, LLC (the persons named in clauses (A) through (E), collectively, the “Buyer Signatories”) .

7. Miscellaneous.

(a) Further Assurances. From and after the date hereof, and when requested by Buyer, Seller will, without further consideration, execute and deliver all such instruments of conveyance and transfer and will take such further actions as Buyer may reasonably deem necessary or desirable in order to transfer the Purchased Securities to Buyer and to carry out fully the provisions and purposes of this Agreement.

(b) Notices. Any notices or other communications required or permitted under this Agreement shall be made in writing and will be sufficiently given if delivered personally or sent by email with confirmed receipt, or by overnight courier, addressed as set forth on such party’s signature page or to such other address of which the applicable party hereto may have given written notice.

(c) Expenses. Each party hereto agrees to pay all of its expenses arising in connection with the negotiation, execution and consummation of the transactions contemplated by this Agreement (including attorneys’ fees and expenses).

(d) Entire Agreement. This Agreement and the Side Letter Amendment constitute the entire agreement between the parties hereto regarding the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations, written or oral, which may have related to the subject matter hereof.

(e) Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction will be applied against any person. The use of the word “including” in this Agreement will be by way of example rather than by limitation. Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form. Whenever the context requires, any reference to any gender will be deemed to constitute the neuter, feminine or masculine genders.

(f) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

(g) Counterparts. This Agreement may be executed and delivered on any number of separate counterparts (including by .pdf or email), and all of said counterparts taken together will be deemed to constitute one and the same instrument.

(h) Assignment. This Agreement is intended to bind and inure to the benefit of and be enforceable by Buyer and Seller and their respective successors and assigns; provided, that the rights and obligations of Seller under this Agreement will not be assignable without the prior written consent of Buyer.

(i) Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. Each party hereto hereby (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court

therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party hereto is to receive notice in accordance with Section 7(b). Each of the parties hereto irrevocably and unconditionally (A) agrees not to commence any such action or proceeding except in the Delaware Courts, (B) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (C) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in the Delaware Courts, and (D) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE EXIT EVENT OR THE SERVICES CONTEMPLATED HEREBY.

* * * * *

IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement on the day and year first above written.


BUYER:

AS&M SPV, LLC

By:		/s/ Chris Dillon
Name:		Chris Dillon
Title:		Authorized Person


Address:
AS&M SPV, LLC
c/o Bernhard Capital Partners
400 Convention St, Suite 1010
Baton Rouge, LA 70802
Attention:		Christopher Dillon
		Mark Spender
		Lucie Kantrow

Email:		chris@bernhardcapital.com
		mark@bernhardcapital.com
		lucie@bernhardcapital.com

Signature Page to Securities Purchase Agreement


SELLER:

PTE HOLDINGS, INC.

By:		/s/ David Miller
Name:		David Miller
Title:		President/CEO
Address:		1500 Broadway
		Lubbock, TX 79401

Email:		david.miller@pavetex.com

Signature Page to Securities Purchase Agreement


ATLAS PARENT:

ATLAS TECHNICAL CONSULTANTS, INC.

By:		/s/ L. Joe Boyer
Name:		L. Joe Boyer
Title:		Chief Executive Officer


Address:
13215 Bee Cave Parkway
Bldg. B, Suite 230
Austin, Texas 78738
Attention:		L. Joseph Boyer
		Bradford Twombly
		Ashley Foti

Email:		joe.boyer@oneatlas.com
		brad.twombly@oneatlas.com
		ashley.foti@oneatlas.com

Signature Page to Securities Purchase Agreement

Exhibit A

Form of Assignment

For value received, the receipt and sufficiency of which is hereby acknowledged, PTE Holdings, Inc. a Texas corporation (“Seller”) hereby sells, assigns and transfers unto AS&M SPV, LLC, a Delaware limited liability company, 2,187,500 common units representing limited liability company interests (“Common Units”) of Atlas TC Holdings LLC, a Delaware limited liability company (the “Company”), standing in Seller’s name on the books of the Company, and hereby irrevocably constitutes and appoints any officer of the Company as attorney to transfer such Common Units on the books of the Company with full power of substitution in the premises.


Dated: [__________], 2020

				PTE HOLDINGS, INC.

				By:
				Name: Title:

MEDALLION SIGNATURE GUARANTEE:

Note: The signature(s) MUST be stamped with a Medallion Signature Guarantee by a qualified financial institution, such as a commercial bank, savings bank, savings and loan, U.S. stock broker and security dealer, or credit union, that is participating in an approved Medallion Signature Guarantee Program. (A NOTARY SEAL IS NOT ACCEPTABLE.)

Exhibit B

Form of Stock Transfer Power

FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby sell, assign and transfer to AS&M SPV, LLC, a Delaware limited liability company, 2,187,500 shares of Class B Common Stock, par value $0.0001, of Atlas Technical Consultants, Inc., a Delaware corporation (the “Company”), standing in the name of the undersigned on the books of the Company. The undersigned does hereby irrevocably constitute and appoint any officer of the Company as attorney to transfer the shares of the Company, with full power of substitution in the premises.

Dated: [__________], 2020



				PTE HOLDINGS, INC.

				By:
				Name:
				Title:

MEDALLION SIGNATURE GUARANTEE: